The Securities and Exchange Commission yesterday announced the settlement of enforcement actions against five former officers of Oak Industries Inc., a California-based producer of cable television equipment and other components, whose financial troubles in the early 1980s allegedly were concealed from the public.
The five former officers signed consent decrees agreeing not to violate securities laws, without admitting or denying the SEC's allegations.
SEC officials said the cases reflected the commission's intent to go after improper corporate accounting and financial reporting practices. In particular, the actions underscore the commission's policy on the so-called "good soldier" defense offered by corporate employes who go along with improper decisions by their superiors, SEC officials said.
The SEC alleged that Everitt A. Carter, former chairman and chief executive officer of Oak Industries, received a long list of perquisites from the company that should have been included with Carter's salary and benefits listed in Oak Industries proxy statements.
These perks included flowers, meals, golf-green fees, ski-lift tickets, theater tickets, sports equipment and clothing, and the personal use of a $270,000 condominium at Deer Valley, Utah, for skiing trips. Carter also received a Porsche sports car from the company for his use in 1981 and, two years later, arranged to buy it for $16,000, which was half of its customary resale value, the SEC said.
Carter also borrowed money to buy an interest in an Australian race horse, and that loan should have been disclosed in Oak Industries' proxy statements, the SEC said. Carter, who is retired and lives in the San Diego area, could not be reached for comment.
The commission applied its "good soldier" policy in the case of Michael R. Maury, a certified public accountant who was controller and vice president of Oak Industries from 1981 to 1985, and Thomas C. Runge, a certified public accountant who served as treasurer, vice president of finance, and in other positions during the same period.
Runge was responsible for reviewing the reasonableness of Carter's expense reports, the SEC said. Runge "knew or should have known of Carter's use of his expense account for certain questionable items." Although Runge questioned some of Carter's claims at time, he believed his job would be jeopardized if he raised too many questions, the SEC said.
Rather than acting as a "good soldier" and condoning Carter's actions, Runge should have alerted the company's directors, its audit committee or legal counsel, the SEC said. "In failing to take any of these steps, Runge failed to fulfill the duty he owed as a corporate officer," the SEC said. It made the same finding in Maury's case.
The commission charged that Carter and Oak Industries' former chief financial officer Frank A. Astrologes, and Raymond W. Peirce, the former president and chief operating officer, violated SEC antifraud statutes' other regulations. The three "knew or were reckless in not knowing that Oak's financial statements filed with the commission and disseminated to shareholders were materially false and misleading," the SEC said.